UPDATE 2-NDS agrees to be taken private by News Corp, Permira

Aug 5 (Reuters) - Set-top box maker NDS Group Plc NNDS.O
said it agreed to a sweetened bid by Rupert Murdoch's News Corp
NWSa.N and affiliates of private equity firm Permira
[PERM.UL] to be taken private for $63 a share.

"The equity value of the company is $3.7 billion on a fully
diluted basis," said a source familiar with the situation.

The deal represents a premium of about 10 percent over the
stock's Monday closing price of $57.40.

Shares of NDS rose 6 percent to $60.89 in afternoon trade
on Nasdaq. News Corp shares were up 2 percent at $14.35 on the
New York Stock Exchange.

News Corp and Permira would acquire all issued and
outstanding NDS series A ordinary shares, including those
represented by American Depositary Shares traded on Nasdaq as
part of the deal.

News Corp owned 72 percent of the equity and 96 percent of
the voting power in NDS through its ownership of 100 percent of
NDS's outstanding series B shares.

The source expected the deal to close "sometime this year"
and said it was instigated by the fact that News Corp had
"certain tax issues" with NDS.

The Permira entities and News Corp would own about 51
percent and 49 percent of NDS, respectively, after the deal.
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